Conditions to Obligations of the Company and the Stockholder. The ------------------------------------------------------------ obligation of the Stockholder to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties of the Buyer set forth in Clause FOURTH hereof shall be true and correct; (b) the Buyer shall have delivered the Purchase Price (including the Notes and the shares referred in Clause 1.3. (b) above) to the Stockholder; (c) the Buyer shall have executed a securities pledge agreement to guaranty the due payment, of the Notes to the Stockholder, in accordance with the terms and conditions established in the Securities Pledge Agreement, which is attached to this Agreement as Exhibit 5.2 (c); and (d) Seller shall have received from counsel to Buyer an opinion stating that the Notes and the shares of the buyer to be received by Seller have been duly and validly issued, that such shares are non assessable, and that the Notes are binding upon Buyer and enforceable in accordance with their respective terms. SIXTH. Indemnification ---------------
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Samples: Stock Purchase Agreement (Aerovox Inc), Stock Purchase Agreement (Aerovox Inc), Stock Purchase Agreement (Aerovox Inc)
Conditions to Obligations of the Company and the Stockholder. The ------------------------------------------------------------ obligation of the Stockholder to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver of the following conditions:
(a) the representations and warranties of the Buyer set forth in Clause FOURTH hereof shall be true and correct;
(b) the Buyer shall have delivered the Purchase Price (including the Notes and the shares referred in Clause 1.3. (b) above) to the Stockholder;
(c) the Buyer shall have executed a securities pledge agreement to guaranty the due payment, of the Notes to the Stockholder, in accordance with the terms and conditions established in the Securities Pledge Agreement, which is attached to this Agreement as Exhibit 5.2 (c); and
and (d) Seller shall have received from counsel to Buyer an opinion stating that the Notes and the shares of the buyer to be received by Seller have been duly and validly issued, that such shares are non assessable, and that the Notes are binding upon Buyer and enforceable in accordance with their respective terms. SIXTH. Indemnification ---------------.
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